**Exhibit 3.2**

 

CERTIFICATE OF STOCK DESIGNATION

 

OF

 

OCEAN RESOURCES, INC.

 

 

It is hereby certified that:

 

1.                                       Thename of the corporation (the “Corporation”) is Ocean Resources, Inc.

 

2.                                       TheAmended and Restated Certificate of Incorporation of the Corporation authorizesthe issuance of 20,000,000 shares of preferred stock (“Preferred Stock”)  of the Corporation having a par value of$.001 per share, and expressly vests in the Board of Directors of theCorporation the authority to fix by resolution or resolutions the designation,number, preferences and relative, participating, optional and other specialrights and the qualifications, limitations, restrictions and otherdistinguishing characteristics of each series of Preferred Stock to be issued.

 

3.                                       TheBoard of Directors of the Corporation, pursuant to the authority expressly   vested in it as aforesaid, has adopted thefollowing resolutions creating a Series A issue of the Preferred Stock of theCorporation.

 

 

RESOLVED, that there shall be authorized aseries of Preferred Stock of the Corporation, to be designated as “Series A”Preferred Stock, which will have relative rights, preferences and limitationsas follows:

 

 

a.                                       *Designation and Amount*.  The designation of thisseries of Preferred Stock (“Series A Preferred Stock”) shall be “SeriesA Redeemable Preferred Stock”, and the total number of authorized shares ofsuch series shall be 5,000,000 shares. Subject to the provisions of the Certificate of Incorporation, suchnumber of shares may be increased or decreased from time to time by resolutionof the Board of Directors; *provided, however,* that no decrease shallreduce the number of shares of Series A Preferred Stock to a number less thanthe number of shares of such series then issued and outstanding, plus thenumber of shares of such series reserved for issuance upon the exercise ofoutstanding options, warrants or rights or the conversion or exchange ofoutstanding indebtedness or other securities issued by the Corporation.

 

b.                                      *Ranking*.  The Series A Preferred Stock shall rank (i)junior to Senior Securities, (ii) on a parity with Parity Securities and (ii)senior to any other security of the Corporation, including Common Stock (all ofsuch securities of the Corporation to which the Series A Preferred Stock shallrank senior, including the Common Stock, being hereinafter referred to as the “JuniorSecurities”) with respect to

 

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the payment of dividends and otherdistributions, whether prior to or in connection with a Liquidation of theCorporation.

 

c.                                       *Dividends*.  The Corporation is not required to pay anydividends on the Series A Preferred Stock.

 

d.                                      *Liquidation*.

 

(1)                                  In the event of a Liquidation of theCorporation, each holder of a share of Series A Preferred Stock shall beentitled to receive, before any distribution shall be made to the holders ofJunior Securities, an amount per share equal to the Liquidation Amount; *provided,however,* that the holders of the outstanding shares of Series APreferred Stock shall not be entitled to receive such liquidation payment untilthe liquidation payments on all outstanding Senior Securities, if any, shallhave been paid in full and the right to receive any such payment shall besubject to the rights of any Parity Securities to share in such payments on apro rata basis with the Series A Preferred Stock.

 

(2)                                  In the event that upon the Liquidation of theCorporation there are not sufficient assets available to permit payment in fullof the liquidation payments owing to all holders of outstanding shares ofSeries A Preferred Stock and any outstanding Parity Securities, then theholders of all such shares shall share ratably in such distribution of assetsbased on the amount that they would receive if the amounts to which the holdersof outstanding shares of Series A Preferred Stock and the holders ofoutstanding shares of such Parity Securities are entitled were paid in full.

 

e.                                       *Redemption at Option of the Corporation*.

 

(1)                                  Provided that the Corporation shall haverepaid in full the principal amount of and interest accrued on SeniorSecurities and all other amounts, if any, that are owing to the holders thereofunder the express terms of the Senior Securities, at any time following aRedemption Date the outstanding shares of Series A Preferred Stock shall beredeemable, in whole or in part, at the option of the Corporation at thefollowing redemption price (the “Redemption Price”) per share:  (a) $3.00 plus (b) warrants having the rightto purchase that number of Common Stock shares equivalent to the number ofshares of Series A Preferred Stock redeemed, at an exercise price of $0.40 pershare.

 

(2)                                  Aspromptly as practicable after a Redemption Date, the Corporation, by action of the Board of Directors, shall give noticeby first class mail, postage prepaid, to the holders of record of alloutstanding shares of Series A Preferred Stock, addressed to such holders atthe address shown on the books of the Corporation or any transfer agent for theSeries A Preferred Stock.  Each such noticeshall state (i) the Redemption Date, (ii) the total number of shares of SeriesA Preferred Stock to be redeemed and, if fewer than all the shares held by suchholder are to be redeemed, the number of such shares to be redeemed from suchholder, (iii) the Redemption Price, and (iv) the place or places wherecertificates for shares of Series A Preferred Stock may be

 

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surrendered for payment of the RedemptionPrice.

 

(3)                                  From and after a Redemption Date, iffunds necessary for redemption of thetotal number of shares of Series A Preferred Stock to be redeemed shallhave been irrevocably deposited or set aside for the benefit of the holders ofsuch shares, then such shares of SeriesA Preferred Stock will no longer be deemed outstanding and all rights inrespect of such shares shall cease, except the right to receive the RedemptionPrice.  If fewer than all of theoutstanding shares of Series A Preferred Stock are to be redeemed, thenCorporation shall redeem a portion of the shares of each holder determined prorata based on the number of shares held by each holder.

 

f.                                         *Repurchase*.

 

(1)                                  Fromand after a Repurchase Date, each holder of Series A Preferred Stock shall havethe right, at the option of such holder, to require the Corporation torepurchase a pro rata portion of the shares of Series A Preferred Stock held bysuch holder at a price equal to the following repurchase price (the “RepurchasePrice”) per share:  (a) $3.00 plus (b) warrants having the rightto purchase that number of Common Stock shares equivalent to the number ofshares of Series A Preferred Stock repurchased, at an exercise price of $0.40per share.

 

(2)                                  Aspromptly as practicable after a Repurchase Date, the Corporation shall make anunconditional offer to each holder of Series A Preferred Stock to purchase, inpart, the outstanding shares of Series A Preferred Stock held by such holder atthe Repurchase Price.  Such offer shallbe made pursuant to a notice given by first class mail, postage prepaid, to theholders of record of the Series A Preferred Stock, addressed to such holders at the address shown on the books of theCorporation or any transfer agent for the Series A Preferred Stock.  Each such notice shall state (i) theRepurchase Date, (ii) the total number of shares of Series A Preferred Stockwhich may be repurchased and, if fewer thanall the shares held by such holder may be repurchased, the number of suchshares which may be repurchased from such holder, and (iii) the addressto which the holders of Series A Preferred Stock may elect to deliver theirwritten acceptance of the repurchase offer, together with certificates forshares of Series A Preferred Stock tendered for repurchase.

 

(3)                                  Inorder to accept a repurchase offer made by the Corporation, a holder of SeriesA Preferred Stock shall deliver to the Corporation at any time from and after aRepurchase Date a written acceptance of the repurchase offer, together withcertificates for shares of Series A Preferred Stock tendered forrepurchase.  The Corporation shall promptlyaccept for payment a portion of the sharesof each holder who tendered its shares, determined pro rata based on the number of shares held by each holder, andshall pay the Repurchase Price to such holder by wire transfer of immediatelyavailable funds to such account as shall be specified by such holder in itswritten acceptance.  If the Corporationrepurchases fewer than all shares tendered for repurchase, the Corporationshall promptly deliver to each holder tendering shares a certificate evidencingthe full number of shares not repurchased.

 

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g.                                      *Voting Rights*.

 

(1)                                  Except as set forth in paragraph g.(2) below,the holders of Series A Preferred Stock shall not be entitled to vote on anymatter submitted to a vote of the stockholders of the Corporation.

 

(2)                                  The affirmative consent of the holders of amajority of the outstanding shares of Series A Preferred Stock, voting as asingle class, given in person or by proxy, either in writing without a meetingor by vote at any meeting called for the purpose, shall be necessary in orderto authorize, effectuate or validate any of the following:

 

(a)                                  the amendment, alteration or repeal of any ofthe provisions of the Certificate of Incorporation or the Bylaws of theCorporation that adversely affects the preferences or relative, participating,optional or other special rights of the holders of shares of Series A PreferredStock; or

 

(b)                                 a Merger Transaction.

 

h.                                      *Certain Definitions*.  As used in these resolutions,the terms set forth below have the following meanings:

 

“Board of Directors”means the Board of Directors of the Corporation.

 

“Certificate ofIncorporation” means the Amended and Restated Certificate of Incorporationof the Corporation, as amended from time to time.

 

“Distributable Cash”means, for a given calendar quarter, the positive difference, if any,between (i) the gross cashreceipts of an income nature generated by the Corporation during such period,plus any cash and cash equivalents owned by the Corporation as of the first dayof such period, and (ii) all cash expenditures made by the Corporation duringsuch period, plus any funds set aside as a working capital reserve as of theend of such period.

 

“Liquidation” meansany liquidation, dissolution or winding up of the affairs of the Corporation,whether voluntary or involuntary; *provided, however,* that for purposes ofthis definition (i) a Merger Transaction or (ii) a sale, transfer or otherconveyance of all or substantially all of the properties and assets of theCorporation shall be deemed a liquidation of the Corporation.

 

“Liquidation Amount”means $3.00 per share of Series A Preferred Stock.

 

“Merger Transaction”means a merger or consolidation of the Corporation into or with a corporationor other entity (i) in which the Corporation is not the sole

 

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surviving corporation, (ii) in which sharesof Series A Preferred Stock are to be converted in whole or in part into anysecurities or other property, or (iii) which would result in the effectuationof, or would permit the Corporation to effectuate after the consummation of suchmerger or consolidation (without the consent of the holders of a majority ofthe outstanding shares of Series A Preferred Stock), any of the actionsdescribed in paragraph g.(2) above.

 

“Parity Securities”means any class or series of security issued by the Corporation ranking on aparity with the Series A Preferred Stock with respect to r distributions upon aLiquidation of the Corporation.

 

“Redemption Date”means November 1, February 1, May 1 and August 1 ofeach year, at which time the Corporationdetermines that it has Distributable Cash (as of the end of the immediatelypreceding calendar quarter) of at least $1,000,000.

 

“Repurchase Date”means November 1, February 1, May 1 and August 1 ofeach year, at which time the Corporationdetermines that it has Distributable Cash (as of the end of the immediatelypreceding calendar quarter) of at least $1,000,000.

 

“Senior Securities”means any class or series of security issued by the Corporation ranking seniorto the Series A Preferred Stock with respect to distributions upon aLiquidation of the Corporation.

 

RESOLVED: That the statements contained inthe foregoing resolution creating and designating the “Series A” issue of thePreferred Stock of the Corporation and fixing the number, powers, preferencesand relative, optional, participating and other special rights and thequalifications, limitations, restrictions and other distinguishingcharacteristics thereof shall be deemed to be included in and be a part of theAmended and Restated Certificate of Incorporation of the Corporation pursuantto the provisions of Sections 104 and 151 of the Delaware General CorporationLaw.

 

RESOLVED FURTHER: That the officers of the Corporation are hereby authorized to file theCertificate of Stock Designation with the Secretary of State of Delaware.

 

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IN WITNESS WHEREOF, the undersigned has executed this Certificate ofStock Designation as of                 ,2003.

 
|   | **OCEAN  RESOURCES, INC.** |
|--------|----------------------------|
|   |                       |
|   |                       |
|   | By:                        |   |   |
|   | Name:                      | Dennis McLaughlin, III |
|   | Title:                     | Chief Executive Officer |

 

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